1. So you are a non-profit, now what? Best Practices for Non-Profit Corporations Karim A. Ali Ohio Association of International Baccalaureate World Schools September 27, 2013

2. 2 © Porter Wright Morris & Arthur LLP Agenda ● 501(c)(3) Application Process ● Code of Regulations ● Conflicts of Interest Policy ● Best Practices – Non-Profit Corporation Governance ● Next Steps

3. 3 © Porter Wright Morris & Arthur LLP 501(c)(3) Application Process ● Submit Form 1023 ● IRS Review ● IRS Comments / OAIBWS Responses ● Final IRS Review ● IRS Decision

4. 4 © Porter Wright Morris & Arthur LLP Code of Regulations ● Supersedes the OAIBWS constitution ● “Charitable Purpose” ● “No Private Inurement” ● Limited Purpose ● Officer Duties ● Officer Removal ● Action without a meeting

5. 5 © Porter Wright Morris & Arthur LLP Conflicts of Interest Policy ● Highly recommended by the IRS ● Members of the Executive Board (and representatives of member schools) should disclose their personal or financial interest in matters coming before OAIBWS ● Avoid private benefit

6. 6 © Porter Wright Morris & Arthur LLP Best Practices ● Duty of Care  The executive board has a legal duty to exercise due diligence in good faith- Executive Board must use reasonable prudence Executive Board must reasonably believe a decision is in the best interest of OAIBWS Executive Board has a duty to inquire

7. 7 © Porter Wright Morris & Arthur LLP Best Practices ● Duty of Care  Executive Board must be informed about the financial status of OAIBWS  Executive Board must have full and accurate information to make informed decisions

8. 8 © Porter Wright Morris & Arthur LLP Best Practices ● Duty of Loyalty  The executive board has a legal duty to act in the best interest of OAIBWS rather than their personal or financial interest.

9. 9 © Porter Wright Morris & Arthur LLP Best Practices ● Non-Profit Governance  Financial reporting and monitoring  Established expense approval process  Financial audits (at least annually)  Formal approval of expenses exceeding $250.00  Document decision making  Re-evaluate processes annually  Permanent mailing address for OAIBWS

10. 10 © Porter Wright Morris & Arthur LLP Next Steps ● Document retention policy ● Annual reporting obligations ● Approval of governance documents

11. 11 © Porter Wright Morris & Arthur LLP Contact Information Karim A. Ali Porter Wright Morris & Arthur LLP 41 South High Street Suite 2900 Columbus, OH 43201 (614) 227-2023 kali@porterwright.com